Premier Financial Bancorp, Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PFBI
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 1, 2021
(Exact name of registrant as specified in its charter)
Commission file number 000-20908
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(State or other jurisdiction of incorporation organization)
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(I.R.S. Employer Identification No.)
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Former name or former address, if changes since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
PREMIER FINANCIAL BANCORP, INC,
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07 Submission of Matters to a Vote of Security Holders
On July 1, 2021, Premier Financial Bancorp, Inc. (“Premier”) held a special meeting of shareholders. The results of voting on
the resolutions set forth in the special meeting proxy statement follow:
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(a)
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Special meeting of the shareholders was held July 1, 2021.
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(b)
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Certain matters voted upon at the meeting and the votes cast with respect to such matters are as follows:
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(i) To
approve a proposal to adopt and approve the Agreement and Plan of Merger dated as of March 26, 2021, by and between Peoples Bancorp Inc. and Premier Financial Bancorp, Inc.
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Votes FOR
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Votes Against
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Votes Abstained
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9,834,184
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361,283
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54,115
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(ii) To
approve a proposal, on an advisory basis, for specified compensation that may be payable to the named executive officers of Premier Financial Bancorp, Inc. in connection with the Merger.
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Votes FOR
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Votes Against
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Votes Abstained
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9,064,881
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624,905
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559,797
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(iii) To
approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to adopt and approve the Agreement and
Plan of Merger.
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Votes FOR
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Votes Against
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Votes Abstained
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9,306,803
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886,351
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56,428
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PREMIER FINANCIAL BANCORP, INC,
INFORMATION TO BE INCLUDED IN THE REPORT
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
PREMIER FINANCIAL BANCORP, INC.
(Registrant)
/s/ Brien M. Chase
Date: July 1, 2021 Brien M. Chase, Senior Vice President
and Chief Financial Officer